Decree 168/2025 on Enterprise Registration in Vietnam from 07/2025

On June 30, 2025, the Government issued Decree 168/2025/ND-CP on enterprise registration. This regulation serves as a guide to the Law on Enterprises 2020, particularly the new provisions of the amended and supplemented Law on Enterprises in 2025. Below, Viet An Law will update some notable new provisions in Decree 168/2025 on enterprise registration in Vietnam from 07/2025.

Summary of new points in Decree 168/2025 on enterprise registration in Vietnam from 07/2025

• Guidance on regulations on the criteria for determining beneficial owners of enterprises;
• New regulations on the authority and name of business registration agencies;
• Amendment and supplement of enterprise registration dossier;
• Abolish business registration regulations for credit institutions;
• Detailed guidelines for online enterprise registration procedures;
• Amendment and supplement of regulations on household business registration.

Guidance on regulations on the criteria for determining beneficial owners of enterprises

One of the new provisions of the amended Law on Enterprises 2025 is the addition of regulations regarding the beneficial owners of enterprises. Article 17 of Decree 168/2025/ND-CP details the criteria for determining beneficial owners of enterprises, including:

• Individuals directly or indirectly own 25% or more of the charter capital or 25% or more of the total voting shares of an enterprise;
• An individual has the right to control the approval of at least one of the following issues: Appointment, dismissal or removal of the majority or all members of the board of directors, chairman of the board of directors, chairman of the board of members; legal representative, director or general director of the enterprise; amendment and supplementation of the enterprise’s charter; change of the company’s management structure; reorganization and dissolution of the company.

Accordingly, enterprises must declare and notify the provincial business registration authority of information about the beneficial owner of the enterprise in the business registration dossier pursuant to the new form issued in Circular 68/2025/TT-BTC.

This is a key regulation to serve the work of preventing money laundering and combating terrorist financing, contributing to enhancing the reputation and transparency of the market.

New regulations on the authority and name of business registration agencies

With the new 2-level government model from July 1, 2025 and the official abolition of district-level administrative units, and the merger of the Department of Finance and the Department of Planning and Investment in provinces and cities, the Department of Finance should lead to changes in the authority and name of the business registration agency. Therefore, Article 20 of Decree 168/2025/ND-CP stipulates the new business registration agency as follows:

At the provincial level:

• High-tech park management board: issues enterprise registration to enterprises, branches, representative offices, and business locations located in the high-tech park;
• Business Registration Agency under the Department of Finance: has the authority to issue Enterprise Registration Certificates to enterprises, branches, representative offices, and business locations located in provinces and cities within the scope of management, except for cases under the authority of the High-tech park management board.

At the commune level: The Economic Department (for communes and special zones) or the Economic, Infrastructure and Urban Department (for wards and Phu Quoc special zones) under the People’s Committee at the commune level grants business household registration.

Thus, according to the new regulations, business registration may fall under the authority of the High-tech Park management board. For business household registration, the authority to grant licenses is transferred from the specialized agency of the District People’s Committee to the specialized agency of the Commune People’s Committee.

Amendment and supplement of enterprise registration dossier

Pursuant to the new regulations, in case of declaring personal identification number according to Article 11 of Decree 168/2025/ND-CP, it will not be necessary to submit a copy of the individual’s legal documents, such as Citizen Identification Card or Identity Card, or valid Vietnamese Passport, according to the old regulations. Specifically:

• In case of having a personal identification number, the person performing the enterprise registration procedure shall declare information about his/her last name, middle name and first name, date of birth, personal identification number, gender of himself/herself and the individual requesting to declare personal information in the business registration dossier and agree to share personal information stored in the National Population Database with the Business Registration Agency, the state management agency for business registration to serve the state management of enterprise registration according to regulations.
• In case of submitting a paper enterprise registration application, the applicant must present an ID card or a Citizen ID card or use an electronic ID card under the law to carry out the business registration procedure.
• In case the applicant does not have a personal identification number, the application must be accompanied by a copy of the individual’s valid passport or foreign passport or documents that can replace the individual’s valid foreign passport according to regulations.

This regulation aims to implement the plan to simplify administrative procedures and citizen papers in Resolution No. 136/NQ-CP. Accordingly, in case the person performing the enterprise registration procedure declares the personal identification number, it is possible to reduce most of the personal information that must be declared based on exploiting citizen information in the National Population Database, saving time in performing administrative procedures, minimizing the act of falsifying documents to register for illegal business establishment because the personal information stored in the National Population Database is information that has been verified by the Ministry of Public Security.

Updated guidance form for Decree 168/2025 on enterprise registration in Vietnam from 07/2025

On July 1, 2025, the Minister of Finance issued Circular 68/2025/TT-BTC promulgating forms used in enterprise registration and household business registration, replacing the old forms in Circular 01/2021/TT-BKHĐT (amended and supplemented by Circular 02/2023/TT-BKHĐT).

The new form applicable to both enterprise registration and household business registration includes many updates according to the innovation regulations and will take effect simultaneously with the law and decree from July 1, 2025.

Abolish regulations on business registration for credit institutions

According to Article 27 of the Law on Credit Institutions 2024, the State Bank has the authority to grant, amend, supplement, and revoke Licenses according to regulations. The License for establishment and operation of a credit institution is also the Enterprise Registration Certificate or Certificate of Cooperative Registration.

In addition, the Law on Credit Institutions 2024 does not stipulate that credit institutions and foreign bank branches must register for business; representative offices of foreign credit institutions and other foreign organizations with banking activities must register their operations under the provisions of law after being granted a License as prescribed in Article 24 of the Law on Credit Institutions 2010.

Therefore, the regulation on business registration for credit institutions in the Decree guiding business registration is unfounded.

Therefore, Decree 168/2025/ND-CP does not regulate the business registration of credit institutions, in accordance with the provisions of the Law on Credit Institutions 2024.

Detailed guidelines for online enterprise registration procedures

Use an electronic identification account when registering an enterprise online

If previously, according to Decree 01/2021/ND-CP, organizations and individuals had the right to choose “using digital signatures or using Business registration accounts” to register enterprises via the electronic information network, then according to the new regulations in Article 37 of Decree 168/2025/ND-CP, registering enterprises via the electronic information network must “use electronic identification accounts” to carry out enterprise registration through the National Business Registration Information Portal.

Order and procedures for implementation

• Applicants use their electronic identification account to log in and submit their application through the National Business Registration Portal.
• Enterprise registration information on the National Business Registration Information System is transmitted to the Tax Registration Application System to coordinate and exchange information between the Provincial Business Registration Authority and the Tax Authority, helping to coordinate effective management, avoid duplication, and shorten the time to process administrative procedures.

Notable new regulations on business households in Decree 168/2025/ND-CP

The authorization document for a member to represent a business household must be notarized or authenticated.

A business household is registered by an individual or members of a household and is responsible for all of its business activities with all of its assets. In case members of a household register a business household, they shall authorize one member to represent the business household.

If previously, Decree 01/2021/ND-CP did not specifically regulate the authorization document in this case, then according to the new regulation in Clause 1, Article 82 of Decree 168/2025/ND-CP requires:

• In case a business household is registered by family members, the members shall authorize in writing one member to act as the representative of the business household during business operations.
• The authorization document of household members for one member to act as the representative of the business household must be notarized or certified under the provisions of law.

The household business registration application may be submitted to any commune-level business registration authority within the province.

Along with the new regulation on the authority to grant business household registration belonging to the commune-level business registration agency, the new regulation in Clause 2, Article 88 of Decree 168/2025/ND-CP creates conditions for people to register business households when it stipulates: Business household founders and business households can submit business household registration dossiers and receive results at any commune-level business registration agency within the province or centrally-run city where the business household is headquartered. However, it should be noted that the processing of business household registration dossiers is carried out by the commune-level business registration agency where the business household is headquartered.

The new regulation also strictly prohibits the Commune-level Business Registration Agency and other agencies from causing trouble for organizations and individuals while receiving dossiers and handling procedures for business household registration.

The business registration dossier consists of only two types of documents.

Under the new regulations in Clause 2, Article 99 of Decree 168/2025/ND-CP, the business household registration dossier only requires 2 types of documents:

• Application for business household registration;
• A copy of the authorization document of a household member for a member to be the business owner in case the household members register the business. The authorization document must not be notarized or certified.

Thus, the new regulation has abolished personal legal documents and minutes of member meetings, as in the previous regulation of Decree 01/2021/ND-CP.

Supplementing regulations on the legal status of branches, representative offices, and business locations of enterprises

To determine the operating status of branches, representative offices, and business locations according to the registration records and legal status of the enterprise, to help publicize and make transparent information about the legal status of branches, representative offices, and business locations, to ensure that the provision of information related to branches, representative offices, and business locations of enterprises is accurate and legally valid; at the same time, to create consistency in statistical data between the business registration agency and the tax authority, Article 36 of Decree 168/2025/ND-CP has added regulations on the legal status of branches, representative offices, and business locations, including 06 statuses:

• Temporarily suspended from business;
• Not operating at the registered address;
• Revoked due to tax enforcement;
• In the process of terminating operations;
• Has ceased operations;
• Currently operating.

At the same time, it stipulates cases of updating the legal status of branches, representative offices, and business locations when enterprises update their legal status.

Above are some notable new regulations in Decree 168/2025 on Enterprise Registration in Vietnam from 07/2025. If you have any related questions or need advice on enterprise registration procedures, please contact Viet An Law for the best advice and support!